[8-K] NeoGenomics, Inc. Reports Material Event

Rhea-AI Filing Summary

NeoGenomics disclosed that director Elizabeth Floegel resigned from the Company’s Board, effective immediately. The filing expressly states her resignation did not result from any disagreement with the Company on its operations, policies or practices. The notice is a straightforward governance update recorded under Item 5.02 and does not include any additional information about reasons beyond the statement or any immediate replacement for the Board seat.

This disclosure informs investors of a change in board composition while explicitly denying any dispute with management; the filing contains no financial data, operational changes or other material transactions.

Positive

• Transparent disclosure of the director resignation and explicit statement that the departure was not due to any disagreement with the company
• Timely compliance with Item 5.02 reporting requirements, ensuring investors are informed of board changes

Negative

• Board vacancy created by the immediate resignation with no successor named in the filing
• Limited detail on reasons for departure beyond the denial of disagreement, leaving uncertainty about long-term governance implications

Insights

Corporate Governance Expert

TL;DR: A single director resigned effective immediately; the company states there was no disagreement—limited governance concern absent further detail.

The filing records a voluntary resignation by Elizabeth Floegel from the Board with an explicit statement that the departure was not due to any disagreement with the Company on operations, policies or practices. The company did not disclose a successor or additional context. From a governance perspective, timely disclosure of the resignation and the denial of any disagreement reduce the likelihood of immediate market concern, but the absence of a replacement schedule leaves a short-term vacancy in board composition.

Securities Analyst

TL;DR: Director departure disclosed with no dispute; filing contains no financial or operational impact—therefore appears immaterial to near-term financials.

The Item 5.02 disclosure is concise: a director resigned and the company affirmed the resignation was not related to any disagreement. The report contains no earnings, transaction or liability information tied to the resignation. For investors focused on financial performance, there is no new metric or transaction to reassess. Material impact would require additional information, such as replacement plans or related strategic shifts, which the filing does not provide.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549 

FORM 8-K  

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)

August 5, 2025

NEOGENOMICS, INC.

(Exact name of registrant as specified in its charter) 

 

Nevada

001-35756

74-2897368

(State or other jurisdiction of incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

 

9490 NeoGenomics Way,

Fort Myers,

Florida

33912

(Address of principal executive offices)

(Zip Code)

(239) 768-0600

(Registrant’s telephone number, including area code) 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐						Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐						Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐						Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐						Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Trading Symbol(s):

Name of each exchange on which registered:

Common Stock, par value $0.001 per share

NEO

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ 

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Board of Director Resignation

On August 5, 2025, Elizabeth Floegel provided NeoGenomics, Inc., a Nevada corporation (the “Company”), with notice of her resignation from the Board of Directors of the Company (the “Board”), effective immediately. Ms. Floegel’s decision to resign did not result from any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

NEOGENOMICS, INC.

Date:

August 8, 2025

By:

/s/ Alicia C. Olivo

Alicia C. Olivo

EVP, General Counsel & Business Development

and Corporate Secretary

FAQ

Who resigned from the NeoGenomics (NEO) board?

Elizabeth Floegel resigned from the Board of Directors, as disclosed in the filing.

When did Elizabeth Floegel’s resignation take effect?

The filing states the resignation was effective immediately on the date reported.

Was the resignation due to a disagreement with NeoGenomics (NEO)?

No. The filing explicitly states the resignation did not result from any disagreement with the Company on operations, policies or practices.

Did NeoGenomics (NEO) name a replacement director in the filing?

The filing does not mention any replacement or nominee to fill the vacated Board seat.

Who signed the report on behalf of NeoGenomics (NEO)?

The report was signed by Alicia C. Olivo, EVP, General Counsel & Business Development and Corporate Secretary, as shown in the filing.